At Nine thirty (0930) on the 29th of June while flying in number five (5) position of the lead element over the target, not more than one second after Bombs Away, an accurate burst of flak hit Lt. Count's ship which was flying number two (2) position. I then saw flames come out the waist windows and around the ball turret. Lt Count held the ship in formation for about a minute and then left the formation going to the right, then he started to losing altitude, passing back under the formation going to the left of the formation. It was burning badly. The the tail section came off and both wings cells exploded. I saw no one bail out of the plane. The air plane was at about two thirty o'clock and low when it blew up. I saw a few black objects fall out of the plane but believe they were too small to be a person.